Offer to Purchase Partnership Interest

Name of Partner Offering to Purchase other Partner's Interest, of Address of Partner

Offering to Purchase other Partner's Interest ("Buyer") hereby offers to purchase from Name of
Partner Receiving Offer, of Address of Partner Receiving Offer ("Seller") all of Seller's one-half
(1/2) partnership interest (the "Partnership Interest") in the partnership (the "Partnership")
carrying on the business of Brief Description of Nature of Partnership Business (ie. a Pizza
Restaurant) from premises at Premises of Partnership under the name Partnership Name, upon the
following terms and conditions:

1. The purchase price for the Partnership Interest will be Purchase Price of Partnership
Interest (ie. $50,000.00), which will be payable by cash or by certified check on the
Closing Date (as defined below). The Buyer will also assume all liabilities of the
Partnership on the Closing Date.

2. Time shall be of the essence of this Offer. The closing of this transaction shall take place at
2:00 p.m. on Closing Date (i.e. July 31, 2000) or such earlier or later date as may be
mutually acceptable to the parties hereto (the “Closing Date” or “Closing”).

3. This Agreement shall enure to the benefit of and be binding upon the respective heirs,
executors, administrators and assigns of each of the parties hereto.

4. After acceptance of this Offer, the business of the Partnership shall be carried on in the
normal course.

5. This Offer constitutes the entire agreement among the parties and except as herein stated
and in the instruments and documents to be executed and delivered pursuant hereto,
contains all of the representations and warranties of the respective parties. There are no
oral representations or warranties amount the parties of any kind. This Offer may not be
amended or modified in any respect except by written instrument signed by both parties.

6. This Offer shall be governed by and construed in accordance with the laws of the State of
State (i.e. New York).

7. This Offer shall be irrevocable by the Buyer until 5:00 on Date until which offer will be
open for acceptance, after which time, if not accepted, this Offer shall be null and void.

IN WITNESS WHEREOF this Offer has been executed by the Buyer this _____ day of
____________________, _____.

Witness Name of Buyer

 -2-

I hereby accept the above Offer.

DATED _____________________, _____

Witness Name of Seller